Acquisition and redemption of placed shares by the company...

Acquisition and redemption of placed shares by the company

The Company has the right to purchase shares placed by it:

o by decision of the General Meeting of Shareholders on the reduction of the company's charter capital by purchasing a part of the placed shares in order to reduce their total number, if the commemorative value of shares remaining in circulation is not will be below the minimum amount of the authorized capital. The shares withdrawn from the turnover are redeemed upon their acquisition;

o by decision of the general meeting of shareholders or the board of directors, if the nominal value of shares in circulation does not become less than 90% of the authorized capital. Acquired shares should be sold at their market value during the year, otherwise they are paid off and, accordingly, the authorized capital of the company decreases.

Each shareholder owns shares of certain categories (types) and society must buy them. If the total number of shares in respect of which applications for their acquisition by the company were received exceeds the number of shares that can be acquired by the company, shares are purchased from shareholders in proportion to the declared requirements.

Restrictions on the acquisition by a company of placed shares are similar to restrictions on the payment of dividends. In addition, the company does not have the right to purchase placed shares prior to the repurchase of shares by them under the legitimate requirements of shareholders.

Shareholders owning voting shares have the right to demand the company's redemption of all or part of their shares in the following cases:

o reorganization of the company or a major transaction;

o amending the charter of the company or adopting a new version of the charter, limiting their nature.

Such a right they acquire if they voted at the general meeting of shareholders for the adoption of these decisions or did not participate in voting on these issues. Repurchase of shares by the company is carried out at a price determined by the board of directors, but not below the market value, which should be determined by an independent appraiser, without taking into account its changes as a result of the company's actions, which led to the appearance of the nature of the requirement for valuation and share repurchase.

In cases where, in accordance with the Law, the price of the property, as well as the price of placement or redemption of the company's equity securities are determined by a resolution of the board of directors, the prices should be determined based on the market value of the property and equity securities.

In foreign practice, the estimated methods for assessing the market value of shares (P) are used:

o on the amount of dividends per share (D), actually paid by the company, and the average value of the dividend rate in percent (

), formed on the stock market:

o based on the actual value of the rate rate (Р/& pound;) and the average value of this indicator, which has developed in the stock market (Р/& pound;) ср:

where E - earnings per share. The Company has the right to:

o consolidation of the placed shares, as a result of which two or more shares are converted into one new share of the same category (type);

o fragmentation of the placed shares, as a result of which one share is converted into two or more new shares of the same category (type).

Structure and competence of the management bodies of the joint-stock company

The composition, competence and rules for the organization of the highest levels of management of the joint-stock company are established by law. These management links forming the top management subsystem are the general meeting of shareholders, the board of directors and the board. In joint-stock companies, large blocks of shares of which belong to the state, the senior management subsystem is supplemented by the manager (the board of governors) who represents the interests of the state within the scope of competence for the management of state property (Scheme 2.13).

The supreme governing body of the company is the general meeting of shareholders. Among the most important issues, decisions on which can have long-term consequences attributed by the legislation to the competence of the general meeting, are:

1) introduction of amendments and additions to the company's charter or approval of the charter in a new edition;

2) reorganization and liquidation of the company;

3) increase and decrease of the authorized capital;

Figure 2.13. Structure and competence of the joint-stock company management bodies

4) splitting and consolidation of shares;

5) approval of major transactions related to the acquisition and disposal of property by the company;

6) the participation of the company in financial and industrial groups, associations and other associations of commercial organizations.

Legislation does not provide for the participation of the general meeting of shareholders in determining the company's strategy and considering strategic programs. This position of the legislator is hardly justified, since the development of strategy and strategic programs, in addition to identifying areas of activity, setting strategic goals and mobilizing financial resources for their achievement, is carried out in order to mobilize the creative, social and organizational potential of the company to achieve strategic success. Any strategic program, to the realization of which specialists, managers and labor collectives are indifferent or resist to it, is doomed to failure.

However, the general meeting does not have the right to consider and take decisions on issues not referred to its competence by the JSC Law. The motives for the establishment of such a rule by this law are not entirely clear, since:

o such a norm contradicts the generally accepted norms of democracy in governance: the supreme governing body of an organization can not be deprived of the right to consider and make decisions on any matter of the organization's activities (for that it is the supreme body);

o The current period of socio-economic and scientific and technological development is characterized by increased instability of the external environment of the organization, which generates unexpected problems that have no analogues in the past. The legislator can not foresee them;

o to identify the most significant functions and management tasks, the decision on which is appropriate to entrust to the supreme body, it is necessary to design the management system of the organization as a whole, which is not practiced within the framework of lawmaking. Perhaps, it is because of this that the legislator could not include in the competence of the general meeting and in the competence of the board of directors the solution of many problems of a strategic nature.

The Board of Directors (Supervisory Board) of the company carries out general management of the company's activities, except for resolving issues within the competence of the general meeting of shareholders.

Among the most important issues attributed to the competence of the board of directors are:

1) determining the priority areas of the company's activities (we draw attention to the fact that such a formulation of the issue does not provide for the development of strategies and strategic projects);

2) the adoption of recommendations on the size of the dividend on shares (such recommendations from the point of view of strategic management are of limited importance, because the company needs to develop a long-term dividend policy as a tool for investing and motivating activities);

3) approval of major transactions, the subject of which is property.

Legislation also establishes that the competence of the board of directors may include other issues provided for by the JSC Law and the charter of the company. This makes it possible to form in the company's charter a full range of functions and tasks of operational and strategic management, which fall within the competence of the board of directors and (or) the board of the company.

The management of the current activities of the company is performed by the sole executive body of the company (director, general director) or the sole executive body and collegial executive body of the company (management board, management). The executive bodies are accountable to the board of directors (supervisory board) and the general meeting of shareholders. However, in addition to the board in the practice of enterprises, specific operational management is carried out by the staff management bodies and line managers of production units, which, as management entities, must be included in the company's management system. The organization of such management is based on internal (corporate) documents (regulations, standards, regulations).

The powers of the sole executive body can be transferred to under the trust management agreement of another commercial organization (managing organization) or individual entrepreneur (manager). Under the trust management agreement, one party (the founder of the management) transfers the property (including enterprises and other property complexes) to trust management for another term (trustee) for a certain period (not more than five years). The latter undertakes to manage this property in the interests of the founder of management or another person (the beneficiary) specified by him. The founder of trust management is the owner of the property.

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